The Board of Directors has adopted resolutions on corporate governance

  • APPOINTS FEDERICO MARCHETTI AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY
  • APPOINTS THE VICE CHAIRMAN OF THE COMPANY 
  • ADOPTS THE RESOLUTIONS RELATING TO CORPORATE GOVERNANCE
  • APPOINTS THE MEMBERS OF THE SUPERVISORY BODY  

The Board of Directors of YOOX NET-A-PORTER GROUP S.P.A. (MTA: YNAP), the world’s leading online luxury fashion retailer, met after the end of the Shareholders’ Meeting and appointed Federico Marchetti as Chairman and Chief Executive Officer of the company and Stefano Valerio as Vice Chairman of the company, granting them the requisite powers.

The Board of Directors also adopted resolutions relating to corporate governance.

In particular, the Board of Directors, having taken note of the declarations by Directors Eva Chen, Catherine Gérardin Vautrin, Laura Zoni, Robert Kunze-Concewitz and Alessandro Foti, and having taking into account the information available to them, confirmed that the aforementioned directors satisfied the criteria for independence – as defined in art. 148, paragraph 3 of the Legislative Decree 58/1998 and as required under art. 147-ter, paraghraph 4 of the Legislative Decree 58/1998 and art. 3 of the Code of Conduct issued by Borsa Italiana S.p.A. – according to the same terms, approved the composition of the board, largely composed of independents. In this regard, it is note that the evaluation criteria applied do not differ from those provided by the Italian Stock Exchange Code of Conduct, with the only exception for criteria 3.C.1 point e) which has been set aside with respect to the Director Catherine Gérardin Vautrin.

In particular, the Board of Directors, having taken note of the declarations by the current statutory auditors, Giuseppe Cerati, Giovanni Naccarato and Patrizia Arienti, and having taking into account the information available to it, confirmed, for all due purposes, that the aforementioned persons satisfied the criteria for independence set out in art. 148, paragraph 3 of the Legislative Decree 58/1998 and art. 3 of the Code of Conduct issued by Borsa Italiana S.p.A.. In this regard, it should be noted that no evaluation criteria deviating from those given in the Italian Stock Exchange Code of Conduct have been adopted.

The Board of Directors also appointed: 

  • the members of the Control and Risk Committee, in the persons of Directors Alessandro Foti (Chairman), Catherine Gérardin Vautrin and Laura Zoni; 
  • the members of the Compensation Committee, in the persons of Directors Robert Kunze-Concewitz (Chairman), Catherine Gérardin Vautrin and Richard Lepeu; 
  • the members of the Appointment Committee, in the persons of Directors Alessandro Foti (Chairman), Richard Lepeu and Laura Zoni;
  •  the members of the Related-Party Transactions Committee, in the persons of Directors Catherine Gérardin Vautrin (Chairman), Alessandro Foti and Robert Kunze-Concewitz.

The Board of Directors also appointed the Chief Executive Officer Federico Marchetti as executive director in charge of the internal control and risk management system, and independent director Robert Kunze-Concewitz  as Lead Independent Director. 

Finally, the Board of Directors approved the proposal presented by the Chief Executive Officer Federico Marchetti in his capacity as executive director in charge of the internal control and risk management system, with the approval of the Control and Risk Committee and after consultation with the Board of Auditors, confirmed Matteo James Moroni as responsible for Internal Audit. 

The Board also confirmed Rossella Sciolti (as Chairman), Isabella Pedroni and Matteo James Moroni as members of the Supervisory Body pursuant to Legislative Decree 231/2001 for the three year period 2018 – 2020.